FORWARD FUNDS INC
497, 2000-03-02
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                          The Hansberger International
                    The Uniplan Real Estate Investment Fund
                        The Hoover Small Cap Equity Fund
                         The Garzarelli U.S. Equity Fund



                         Prospectus dated May 3, 1999 as
                           Supplemented March 2, 2000



The Garzarelli U.S. Equity Fund, Hansberger International Growth Fund and Hoover
Small Cap Equity Fund are  designed  for  investors  desiring  high total return
(generally capital  appreciation and income). The Uniplan Real Estate Investment
Fund  is  designed  for  investors   primarily   seeking   income  with  capital
appreciation as a secondary goal.

Our Funds are mutual  funds.  Mutual  funds employ  professionals  to manage the
investments  made on behalf of the persons who invest in them, the  shareholders
of the mutual fund. Our funds, like other mutual funds, try to meet their stated
investment  goals  but  there  is no  guarantee  that  the  goals  will  be met.
Investments in our Funds are not bank deposits; they are not insured by the FDIC
or the federal government or any other agency.

You should  understand  that an investment in the Funds involves  certain risks,
including the loss of some or all of your investment.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or passed  upon the  adequacy of this  prospectus.  It is a criminal
offense to say otherwise.



<PAGE>




                                                 TABLE OF CONTENTS

                                                                           Page
THE HANSBERGER INTERNATIONAL GROWTH FUND.....................................  1

Objective............... ...................................................   1
Principal Investment Strategies - Investing in International Equity Securities.1
What are the Principal Risks of Investing in the Hansberger International Growth
      Fund?.........................                                           1
     Performance History.......................................................3
     Shareholder Fees and Expenses......... ...................................3

THE UNIPLAN REAL ESTATE INVESTMENT FUND........................................6

   Objective...................................................................6
   Principal Investment Strategies - Investing in Equity Securities of
          Real-Estate Focused Companies..............                          6

     What are the Principal Risks of Investing in the Uniplan Real Estate
          Investment Fund?............ ..............                          7

Performance History............................................................8
   Shareholder Fees and Expenses...............................................8

THE HOOVER SMALL CAP EQUITY FUND..............................................11

   Objective..................................................................11
   Principal Investment Strategy - Investing in Equity Securities of Companies
          with Small Market Capitalization..                                  11

     What are the Principal Risks of Investing in the Hoover Small Cap Equity
          Fund?................................                               11

     Performance History......................................................12
     Shareholder Fees and Expenses............................................12

THE GARZARELLI U.S.EQUITY FUND................................................16

 Objective.................................................................   16
 Principal Investment Strategy - Investing in Domestic Equity Securities...   16
 What are the Principal Risks of Investing in the Garzarelli U.S.Equity Fund?.16
 Performance History............................  ............................17
 Shareholder Fees and Expenses...  ...........................................17

ADDITIONAL INVESTMENT STRATEGIES AND RISKS....................................20

MANAGEMENT OF THE FUNDS.......................................................22

   Investment Adviser and Sub-Advisers........................................22

VALUATION OF SHARES...........................................................27

PURCHASING SHARES.............................................................28

   How to Buy Shares..........................................................28

EXCHANGE PRIVILEGE............................................................30

REDEEMING SHARES..............................................................30

    Signature Guarantee.......................................................30
    By Wire Transfer..........................................................31
    By Telephone..............................................................31
    By Mail.................................................. ................32
    Payments to Shareholders..................................................32

INTERNET TRANSACTIONS.........................................................32

DISTRIBUTION AND SHAREHOLDER SERVICE PLANS....................................33

DIVIDENDS AND TAXES...........................................................33

    Federal Taxes.............................................................33

GENERAL INFORMATION...........................................................34

   Shareholder Communications.................................................34

FINANCIAL HIGHLIGHTS..........................................................35


<PAGE>


THE HANSBERGER INTERNATIONAL GROWTH FUND

Objective

The  Hansberger  International  Growth Fund seeks to achieve  high total  return
(capital appreciation and income).

Principal Investment Strategies - Investing in International Equity Securities

The  Hansberger  International  Growth  Fund  seeks to  achieve  its  investment
objective by investing  primarily  (at least 65% of total  assets) in the equity
securities (common, preferred and convertible securities) of companies organized
or located  outside of the United States.  Even though these companies are based
outside of the United States,  their securities may be traded on U.S. securities
markets and the Fund may purchase these  securities.  The Fund will invest in at
least three  different  countries  and expects to be invested in more than three
countries,  including countries considered to be emerging market countries.  The
Fund will not invest more than 25% of its total assets in emerging markets.  The
Fund will primarily invest in common stock.

The  Hansberger  International  Growth Fund invests a substantial  amount of its
assets in foreign  investments which are denominated in other currencies besides
the U.S. dollar, and can be affected by fluctuations in exchange rates.

For hedging purposes and to reduce the risks of fluctuating  exchange rates, the
Fund may enter into forward foreign currency exchange contracts which obligate a
party to buy or sell a specific  currency on a future date at a fixed price. The
Fund "locks in" an exchange rate. For hedging purposes, the Fund may also invest
in options on foreign currencies, in foreign currency futures and options and in
foreign currency exchange-related  securities like foreign currency warrants and
other  instruments  linked  to  foreign  currency  exchange  rates.  The  Fund's
sub-adviser generally chooses not to hedge the Fund's currency exposure.

The Fund's sub-adviser  anticipates following a flexible investment policy which
will allow it to select  those  investments  best  suited to achieve  the Fund's
investment  objective  over  the  long  term.  The  Fund's  sub-adviser  uses  a
disciplined,  long-term approach to international investing. It has an extensive
global network of investment research sources. The sub-adviser focuses primarily
on identifying  successful companies that have favorable,  anticipated long-term
prospects.  Securities  are  selected  for the Fund's  portfolio on the basis of
fundamental  company-by-company  analysis.  In choosing equity instruments,  the
Fund's  sub-adviser  typically  will  focus on the market  price of a  company's
securities  relative to its evaluation of the company's  long-term  earnings and
cash flow potential. In addition, a company's valuation measures,  including but
not limited to  price/earnings  ratio and price/book  ratio will  customarily be
considered.  The  sub-adviser  generally  sells a security if the  sub-adviser's
price target is met, the company's  fundamentals  change, or if the portfolio is
fully  invested  and a  better  investment  opportunity  arises.  There  are  no
limitations on the size of the companies in which the Fund may invest.

What are the Principal Risks of Investing in the Hansberger International Growth
Fund?

As with any  investment,  an investment in the Hansberger  International  Growth
Fund may cause you to lose some or all of the money you  invested.  Because  the
securities  in which  the  Hansberger  International  Growth  Fund  invests  may
decrease in value,  the net asset value of the Hansberger  International  Growth
Fund may decrease and the value of your  investment  may also  decrease.  On the
other hand you could  experience an increase in the value of your  investment as
the Fund's net asset value  increases.  You should  consider your own investment
goals,  time  horizon and risk  tolerance  before  investing  in the  Hansberger
International Growth Fund.

      Foreign Securities

         Investments in foreign  securities may present more risk than investing
in U.S. securities because of factors such as unstable  international  political
and economic conditions,  currency fluctuations,  foreign controls on investment
and  currency   exchange,   withholding   taxes,  a  lack  of  adequate  company
information,  less liquid and more  volatile  markets,  and a lack of government
regulation.  Investments in emerging  markets involve even greater risks such as
immature economic structures and different legal systems.

      Currency Transactions

         If a security is  denominated in a foreign  currency,  the value of the
security  fluctuates if there is a change in currency exchange rates or exchange
control regulations,  and adverse currency fluctuations will reduce the value of
the Fund's shares.  Costs are incurred by a Fund in connection with  conversions
between  currencies.  Currency risks are greater in lesser developed markets and
can be unpredictably  affected by external events.  Fund managers are authorized
to hedge against currency risks but are not required to do so and may choose not
to do so  because  of the cost or for  other  reasons.  In  accordance  with its
investment philosophy, the Fund's sub-adviser generally chooses not to hedge the
Fund's currency exposure.

      Common Stocks

         The  Hansberger   International  Growth  Fund  invests  in  the  equity
securities of  companies,  which  exposes the Fund and its  shareholders  to the
risks associated with common stock investing.  These risks include the financial
risk of selecting individual  companies that do not perform as anticipated,  the
risk that the stock markets in which the Fund invests may experience  periods of
turbulence  and  instability,  and the  general  risk that  domestic  and global
economies may go through  periods of decline and cyclical  change.  Many factors
affect  an  individual  company's  performance,  such  as  the  strength  of its
management  or the demand for its product or  services.  The Fund's  sub-adviser
follows a growth, at a reasonable  price,  style of management and if the market
does not come to share the sub-adviser's assessment of an investment's long-term
growth,  the Fund may  underperform  other mutual funds or  international  stock
indices.



<PAGE>


Performance History

Since the Fund commenced  operations in October,  1998, there are no performance
figures reflecting the Fund's performance for a full calendar year.

Shareholder Fees and Expenses

This table describes the fees and expenses that you may pay if you buy shares of
the Hansberger International Growth Fund.



<PAGE>

<TABLE>
               <S>                                                      <C>                 <C>

               --------------------------------------------------------- -----------------------
               Shareholder Fees (fees paid directly from your investment):
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Maximum Sales Charge (Load) on Purchases (as a % of                NONE
               your purchase price)1
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Maximum Deferred Sales Charge (Load)                               NONE
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Maximum Sales Charge (Load) Imposed on Reinvested                  NONE
               Dividends
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Redemption Fee2                                                    NONE
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Transaction Fee3                                                  0.25%
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Exchange Fees                                                      NONE
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Maximum Account Fee4                                              $10.00
               --------------------------------------------------------- -----------------------
</TABLE>


<PAGE>

<TABLE>
              <S>                                                        <C>                 <C>

               --------------------------------------------------------- -----------------------
               Annual Fund Operating Expenses (expenses that are
               deducted from Fund assets)5
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Management Fee                                                    0.95%
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Distribution and Service (12b-1) Fees6                            0.25%
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Other Expenses                                                    1.11%
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Total Annual Fund Operating Expenses                              2.31%
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Fee Waiver7                                                       0.66%
               --------------------------------------------------------- -----------------------
               --------------------------------------------------------- -----------------------
               Net Expenses                                                      1.65%
               --------------------------------------------------------- -----------------------
</TABLE>


               1        You will be charged  $1.50 for checks and $8.00 for wire
                        transfers.  There is no wire  transfer fee for transfers
                        involving an omnibus account of a broker-dealer or other
                        entity that has an agreement with Forward Funds, Inc. or
                        its distributor to service shareholders.

               2        If you  redeem  your  shares  by mail  there  is a $1.00
                        charge.  If you choose to receive the proceeds from your
                        redemption via wire transfer,  there is an $8.00 charge.
                        There is no wire transfer fee for transfers involving an
                        omnibus account of a broker-dealer  or other entity that
                        has  an  agreement  with  Forward  Funds,  Inc.  or  its
                        distributor to service shareholders.  There is no charge
                        for  transactions  effected  via  the  Internet  or  ACH
                        transfers by phone or Internet.

               3        There is a 0.25%  transaction  fee  based on the  amount
                        purchased.  If you maintain your account with us through
                        a broker-dealer or other financial institution,  the fee
                        may be charged only when you redeem  shares and would be
                        based on the amount  redeemed;  all other  investors pay
                        the fee at the time they  purchase  shares.  This fee is
                        applied directly against  transaction  costs incurred by
                        the Fund. It is not applied to  reinvested  dividends or
                        capital gains distributions. See "Purchasing Shares" for
                        circumstances  under which shares may be offered without
                        a 0.25% transaction fee.

               4        Shareholders  who elect to receive cash  dividends  will
                        pay a $10.00 annual account  administration fee which is
                        deducted out of dividends.  If the cash dividend is less
                        than the account administration fee then shares are sold
                        from your account to make up the difference. This allows
                        us to  allocate  administrative  costs in a fair  manner
                        among  shareholders.  You may avoid this fee by electing
                        to reinvest your dividends in Fund shares.

               5        These  expenses  are  paid  directly  out of the  Fund's
                        assets.  Expenses are  factored  into the share price or
                        dividends  and are not charged  directly to  shareholder
                        accounts.

               6        On  May 3,  1999,  the  Fund's  shareholders  adopted  a
                        Distribution  Plan  pursuant to which up to 0.25% of the
                        Fund's  average  daily  net  assets  may be  used to pay
                        shareholder   servicing  and   distribution   fees.  The
                        Distribution   Plan  in  part   replaces  a  Shareholder
                        Servicing  Plan  pursuant  to  which  up to 0.35% of the
                        Fund's   average  net  assets   could  be  used  to  pay
                        shareholder  servicing fees. The  Shareholder  Servicing
                        Plan will  continue  at an annual rate of up to 0.10% of
                        the Fund's  average  net  assets.  The  expenses  of the
                        Shareholder  Servicing  Plan  are  reflected  as part of
                        "Other Expenses" of the Fund.

               7        The Fund's Investment  Adviser has contractually  agreed
                        to waive a portion  of its fees until  January,  2001 in
                        amounts necessary to limit the Fund's operating expenses
                        to an annual rate of 1.65% (as a  percentage  of average
                        daily net assets and exclusive of 12b-1 and  shareholder
                        servicing  fees).  For the two years following  January,
                        2001,   the   Investment   Adviser  is   entitled  to  a
                        reimbursement  from the Fund of any  fees  waived  under
                        this  arrangement if such  reimbursement  does not cause
                        the Fund to exceed existing expense limitations.


Example

This  example is  intended to help you  compare  the costs of  investing  in the
Hansberger International Growth Fund with the costs of investing in other mutual
funds.

The Example  assumes  that you invest  $10,000 in the  Hansberger  International
Growth Fund for the periods  indicated and then redeem all of your shares at the
end of those  periods.  The Example also assumes that your  investment  has a 5%
return each year and that the Fund's total annual Fund operating expenses remain
the same.  Although  your  actual  costs may be higher or lower,  based on these
assumptions your costs would be:



<PAGE>

<TABLE>
                            <S>                         <C>                          <C>

                                                         Hansberger International Growth
                                                                      Fund+
                                                                     -------
                              1 Year........................           $194
                              3 Years.......................           $685
                              5 Years.......................          $1,204
                              10 Years......................          $2,628

</TABLE>


You would pay the following expenses if you did not redeem your shares:
<TABLE>
                            <S>                         <C>                          <C>


                                                         Hansberger International Growth
                                                                      Fund+
                                                                     -------
                              1 Year........................           $168
                              3 Years.......................           $658
                              5 Years.......................          $1,175
                              10 Years......................          $2,595
</TABLE>


- ----------

+The examples above include  imposition of the  transaction  fee and incorporate
the contractual fee waiver in place for the Fund for its current fiscal year.


<PAGE>


THE UNIPLAN REAL ESTATE INVESTMENT FUND

Objective

The Uniplan Real Estate  Investment Fund seeks income with capital  appreciation
as a secondary goal.

Principal Investment  Strategies - Investing in Equity Securities of Real-Estate
Focused Companies

The  Uniplan  Real Estate  Investment  Fund  invests in real estate  securities,
including  common  stock  and  units  of  beneficial  interest  of  real  estate
investment  trusts,  preferred  stock,  rights  to  purchase  common  stock  and
securities  which may convert  into common stock of real estate  companies.  The
Fund expects to normally  invest at least 65% of its assets in these  securities
and up to 35% of its  assets in debt  securities  issued or  guaranteed  by real
estate  companies.  A real estate  investment trust or "REIT" is a company which
primarily owns and operates  income-producing  real estate,  such as apartments,
shopping  centers,  offices and  warehouses.  A REIT is legally  required to pay
virtually all of its taxable income to its  shareholders  each year.  REITs were
created  as a means  for  average  investors  to  access  investments  in  large
commercial  properties  through  pooling  arrangements,  much like mutual funds.
Income is produced through commercial real estate ownership and finance.

For the  purpose of the  Uniplan  Real  Estate  Investment  Fund,  a real estate
company is one that derives at least 50% of its revenue from real estate related
activities  or has at least 50% of its assets in real estate.  Other than REITs,
most real estate  companies  do not pay  dividends at a  meaningful  level.  The
Fund's sub-adviser  expects that the Fund's investments in real estate companies
will be directed toward REITs and other real estate operating companies that pay
higher  dividends  relative  to the stock  market as a whole.  There are no size
limitations  on the  companies  in which the Fund  invests.  The Fund  primarily
invests in equity  REITs which are REITs that own real estate and whose  revenue
comes principally from rent.

Prior to selecting  specific  investments  for the Fund, the Fund's  sub-adviser
generally  tracks  real  estate  supply and demand  across the United  States by
separating the country into eight geographic regions and then further into major
metropolitan  markets  within  those  regions.  Within each  region,  the Fund's
sub-adviser  compiles  a profile of supply and  demand  factors  including:  (1)
vacancy  rates by property  type;  (2) visible  supply of new property  based on
building permit activity; (3) regional population,  job and economic growth; and
(4)  local  trends in rental  and  property  capitalization  rates.  The  Fund's
sub-adviser  uses this data to determine  which  property types in which regions
appear to be most  favorably  poised to outperform  similar  properties in other
regions. The Fund's sub-adviser then proceeds to select investments that attempt
to take advantage of those factors.  The Fund's  sub-adviser  generally  sells a
security if the security becomes  over-valued in the opinion of the sub-adviser,
the company's fundamentals change or if better investment opportunities arise.



<PAGE>


What are the Principal Risks of Investing in the Uniplan Real Estate  Investment
Fund?

As with any investment, an investment in the Uniplan Real Estate Investment Fund
may  cause  you to lose  some or all of the  money  you  invested.  Because  the
securities in which the Fund invests may decrease in value,  the net asset value
of the Fund may decrease and the value of your investment may also decrease.  On
the other hand you could  experience an increase in the value of your investment
as the Uniplan  Real Estate  Investment  Fund's net asset value  increases.  You
should  consider  your own  investment  goals,  time horizon and risk  tolerance
before investing in the Uniplan Real Estate Investment Fund.

      Real Estate Securities and Real Estate Investment Fund Risks

         Because  the Uniplan  Real  Estate  Investment  Fund  concentrates  its
investments on opportunities  in the real estate industry,  it has certain risks
associated with investments in entities focused on real estate activities.

         The  organizational  documents of a REIT may give the trust's  sponsors
the ability to control the  operation of the real estate  investment  trust even
though  another  person or entity  could own a majority of the  interests of the
trust.  These  trusts may also  contain  provisions  which would delay or make a
change in control of the real estate  investment trust  difficult.  In addition,
the  performance of these types of investments can be affected by changes in the
tax laws or failure to qualify for  tax-free  pass-through  of income as well as
events affecting the value of real estate.

         The Fund is also subject to the risks  associated with direct ownership
of real  estate.  Real estate  values can  fluctuate  as a result of general and
local economic conditions,  overbuilding and increased competition, increases in
property  taxes and  operating  expenses,  changes in zoning  laws,  casualty or
condemnation  losses,  regulatory  limitations on rents, changes in neighborhood
values, changes in the appeal of properties to tenants and increases in interest
rates.  The value of equities which service the real estate  business sector may
also be affected by such risks.

         The Uniplan Real Estate Investment Fund is also a non-diversified  fund
which  means it is not subject to a limit on the  percentage  of its assets that
may be invested in the securities of a single issuer.  Less  diversification may
make the Fund more  vulnerable  to adverse  economic,  political  or  regulatory
developments  affecting a single issuer than if the Fund were more  diversified.
The Fund must, however, comply with tax diversification laws which require it to
be diversified with respect to at least half of its assets.

      Common Stocks

         The  Uniplan  Real  Estate   Investment  Fund  invests  in  the  equity
securities of  companies,  which  exposes the Fund and its  shareholders  to the
risks of investing in common  stocks.  These risks include the financial risk of
selecting individual companies that do not perform as anticipated, the risk that
the stock markets in which the Fund invests may experience periods of turbulence
and instability,  and the general risk that domestic and global economies may go
through  periods  of  decline  and  cyclical  change.  Many  factors  affect  an
individual company's performance,  such as the strength of its management or the
demand for its product or services.

Performance History

Since the Uniplan Real Estate Investment Fund commenced  operations in May, 1999
there are no performance  figures relating to the Fund's  performance for a full
calendar year.

Shareholder Fees and Expenses

This table describes the fees and expenses that you may pay if you buy shares of
the Uniplan Real Estate Investment Fund.


<PAGE>
<TABLE>
                 <S>                                                      <C>             <C>



                --------------------------------------------------------- --------------------
                Shareholder Fees (fees paid directly from your investment):
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Maximum Sales Charge (Load) on Purchases (as a % of              NONE
                your purchase price)1
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Maximum Deferred Sales Charge (Load)                             NONE
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Maximum Sales Charge (Load) Imposed on Reinvested                NONE
                Dividends
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Redemption Fee2                                                  NONE
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Transaction Fee3                                                 0.25%
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Exchange Fees                                                    NONE
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Maximum Account Fee4                                            $10.00
                --------------------------------------------------------- --------------------
</TABLE>


<PAGE>

<TABLE>
                <S>                                                      <C>              <C>

                --------------------------------------------------------- --------------------
                Annual Fund Operating Expenses (expenses that are
                deducted from Fund assets)5
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Management Fee                                                   1.00%
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Distribution and Service (12b-1) Fees6                           0.25%
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Other Expenses                                                   1.59%
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Total Annual Fund Operating Expenses                             2.84%
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Fee Waiver7                                                      1.04%
                --------------------------------------------------------- --------------------
                --------------------------------------------------------- --------------------
                Net Expenses                                                     1.80%
                --------------------------------------------------------- --------------------
</TABLE>


- --------

                1        You will be charged $1.50 for checks and $8.00 for wire
                         transfers.  There is no wire transfer fee for transfers
                         involving  an  omnibus  account of a  broker-dealer  or
                         other entity that has an agreement  with Forward Funds,
                         Inc. or its distributor to service shareholders.

                2        If you  redeem  your  shares  by mail  there is a $1.00
                         charge. If you choose to receive the proceeds from your
                         redemption via wire transfer, there is an $8.00 charge.
                         There is no wire transfer fee for  transfers  involving
                         an omnibus account of a  broker-dealer  or other entity
                         that has an agreement with Forward  Funds,  Inc. or its
                         distributor to service shareholders. There is no charge
                         for  transactions  effected  via  the  Internet  or ACH
                         transfers by phone or Internet.

                3        There is a 0.25%  transaction  fee based on the  amount
                         purchased. If you maintain your account with us through
                         a broker-dealer or other financial institution, the fee
                         may be charged only when you redeem shares and would be
                         based on the amount  redeemed;  all other investors pay
                         the fee at the time they purchase  shares.  This fee is
                         applied directly against  transaction costs incurred by
                         the Fund. It is not applied to reinvested  dividends or
                         capital gains  distributions.  See "Purchasing  Shares"
                         for  circumstances  under  which  shares may be offered
                         without a 0.25% transaction fee.

                4        Shareholders  who elect to receive cash  dividends will
                         pay a $10.00 annual account administration fee which is
                         deducted out of dividends. If the cash dividend is less
                         than the  account  administration  fee then  shares are
                         sold from your account to make up the difference.  This
                         allows us to  allocate  administrative  costs in a fair
                         manner  among  shareholders.  You may avoid this fee by
                         electing to reinvest your dividends in Fund shares.

                5        These  expenses  are paid  directly  out of the  Fund's
                         assets.  Expenses are factored  into the share price or
                         dividends and are not charged  directly to  shareholder
                         accounts.

                6        The Fund's  shareholders  adopted a  Distribution  Plan
                         pursuant  to which up to  0.25% of the  Fund's  average
                         daily  net  assets  may  be  used  to  pay  shareholder
                         servicing  and  distribution  fees.  The  Fund has also
                         adopted a Shareholder  Servicing Plan pursuant to which
                         up to 0.10% of the Fund's  average net assets  could be
                         used to pay shareholder servicing fees. The expenses of
                         the Shareholder Servicing Plan are reflected as part of
                         "Other Expenses" of the Fund.

                7        The Fund's Investment Adviser has contractually  agreed
                         to  waive a  portion  of its  fees for the Fund for the
                         current fiscal year.

Example

This  example is  intended to help you  compare  the costs of  investing  in the
Uniplan Real Estate  Investment Fund with the costs of investing in other mutual
funds. Since the Fund is new, all numbers are estimates.

The  Example  assumes  that  you  invest  $10,000  in the  Uniplan  Real  Estate
Investment Fund for the periods  indicated and then redeem all of your shares at
the end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund's total annual Fund operating expenses remain
the same.  Although  your  actual  costs may be higher or lower,  based on these
assumptions your costs would be:

<TABLE>
                                 <S>                             <C>             <C>


                                                                 Uniplan Real Estate
                                                                      Investment
                                                                        Fund+
                                                                       -------
                                 1 Year........................          $209
                                 3 Years.......................          $809
                                 5 Years.......................         $1,435
                                 10 Years......................         $3,123
</TABLE>

You would pay the following expenses if you did not redeem your shares:
<TABLE>
                                 <S>                             <C>             <C>


                                                                 Uniplan Real Estate
                                                                      Investment
                                                                        Fund+
                                                                       -------
                                 1 Year........................          $183
                                 3 Years.......................          $782
                                 5 Years.......................         $1,407
                                 10 Years......................         $3,092

</TABLE>

- ----------

+The examples above include  imposition of the  transaction  fee and incorporate
the contractual fee waiver in place for the Fund for its current fiscal year.


<PAGE>


THE HOOVER SMALL CAP EQUITY FUND

Objective

The Hoover  Small Cap Equity Fund seeks to achieve high total  return.  The Fund
anticipates that its investment  returns are likely to be in the form of capital
appreciation rather than income, since small  capitalization  companies often do
not pay regular dividends.

Principal Investment Strategy - Investing in Equity Securities of Companies with
Small Market Capitalization

The Hoover  Small Cap Equity Fund  invests  primarily  in the equity  securities
(common,  preferred and  convertible  securities)  of companies  that have small
market  capitalizations  and offer future growth potential.  At least 65% of the
Fund's  total assets are invested in the  securities  of companies  whose market
capitalization  is no larger than  companies  which are  included in the Russell
2000(R)  Index  at the time of  initial  purchase.  The  Russell  2000(R)  Index
comprises  the 2,000  smallest  companies in the Russell  3000(R)  Index,  which
represents  approximately 11% of the total market  capitalization of the Russell
3000(R)  Index.  The Fund expects that the median and  weighted  average  market
capitalization  of the  companies  in which it invests  will remain less than $1
billion,  although this market  capitalization level may increase with growth in
the market  capitalization  of the Russell  2000(R) Index.  The Hoover Small Cap
Equity  Fund may  invest up to 20% of its  assets in  foreign  investments.  The
Hoover  Small Cap Equity  Fund will not invest more than 5% of its net assets in
foreign  investments  denominated  in a  foreign  currency  and will  limit  its
investments in any single non-U.S. country to 5% of its total assets.

In making its  investments,  the Fund's  sub-adviser  seeks out  companies  with
characteristics  such as  significant  potential  for future growth in earnings,
ability to compete in its business,  a clearly defined  business  focus,  strong
financial health and management  ownership.  The Fund's sub-adviser  attempts to
locate out of favor and  undiscovered  companies and industries that are selling
at low relative  valuations.  The  sub-adviser's  investment  process focuses on
specific companies but also takes into account macroeconomic and industry sector
developments.  The  sub-adviser  is not  required  to sell a stock for which the
market  capitalization  grows beyond that of the Russell  2000(R) Index although
the  sub-adviser  may do so. The  sub-adviser  generally sells a security if the
sub-adviser's  price  target is met,  the security  becomes  over-valued  in the
opinion  of the  sub-adviser,  the  company's  fundamentals  change or if better
investment opportunities arise.

What are the Principal Risks of Investing in the Hoover Small Cap Equity Fund?

As with any  investment,  an  investment in the Hoover Small Cap Equity Fund may
cause you to lose some or all of the money you invested.  Because the securities
in which the Hoover Small Cap Equity Fund invests may decrease in value, the net
asset value of the Fund may decrease and the value of your  investment  may also
decrease.  On the other hand you could  experience  an  increase in the value of
your investment as the Hoover Small Cap Equity Fund's net asset value increases.
You should consider your own investment  goals,  time horizon and risk tolerance
before investing in the Hoover Small Cap Equity Fund.

      Small Capitalization Stocks

         Smaller  companies  may  offer  great  investment  value,  but they may
present  greater  investment  risks than  investing in the  securities  of large
companies. These risks include greater price volatility,  greater sensitivity to
changing  economic  conditions and less liquidity than the securities of larger,
more mature  companies.  Smaller  companies can also have limited product lines,
markets or financial resources and may not have sufficient management strength.

      Common Stocks

         The Fund invests in the equity  securities of companies,  which exposes
the Funds and their  shareholders  to the risks  associated  with  common  stock
investing.  These  risks  include the  financial  risk of  selecting  individual
companies that do not perform as anticipated, the risk that the stock markets in
which the Funds invest may experience periods of turbulence and instability, and
the general risk that domestic and global  economies  may go through  periods of
decline  and  cyclical  change.  Many  factors  affect an  individual  company's
performance,  such as the  strength  of its  management  or the  demand  for its
product or services.

      Foreign Investments and Foreign Currency Transactions

         Since many foreign  investments  are  denominated  in other  currencies
besides the U.S. dollar,  the Fund can be adversely  affected by fluctuations in
exchange rates.

Performance History

Since the Fund commenced  operations in October,  1998, there are no performance
figures reflecting the Fund's performance for a full calendar year.

Shareholder Fees and Expenses

This table describes the fees and expenses that you may pay if you buy shares of
the Hoover Small Cap Equity Fund.

<TABLE>
         <S>                                                 <C>                      <C>                  <C>


         ---------------------------------------------------- ------------------------ ------------------------
         Shareholder   Fees  (fees  paid  directly  from  your  Investor   Class
         Institutional Class investment):
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Maximum Sales Charge (Load) on Purchases (as a %              NONE                     NONE
         of your purchase price)1
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Maximum Deferred Sales Charge (Load)                          NONE                     NONE
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Maximum Sales Charge (Load) Imposed on Reinvested             NONE                     NONE
         Dividends
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Redemption Fee2                                               NONE                     NONE
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Transaction Fee3                                              0.25%                    NONE
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Exchange Fees                                                 NONE                     NONE
         ---------------------------------------------------- ------------------------ ------------------------
         ---------------------------------------------------- ------------------------ ------------------------
         Maximum Account Fee4                                         $10.00                   $10.00
         ---------------------------------------------------- ------------------------ ------------------------

</TABLE>

<PAGE>

<TABLE>
          <S>                                                    <C>                  <C>                  <C>


         ------------------------------------------------------- --------------------- ------------------------
         Annual Fund Operating Expenses (expenses that are          Investor Class       Institutional Class
         deducted from Fund assets)5
         ------------------------------------------------------- --------------------- ------------------------
         ------------------------------------------------------- --------------------- ------------------------
         Management Fee                                                 1.05%                   1.05%
         ------------------------------------------------------- --------------------- ------------------------
         ------------------------------------------------------- --------------------- ------------------------
         Distribution and Service (12b-1) Fees6                         0.25%                   NONE
         ------------------------------------------------------- --------------------- ------------------------
         ------------------------------------------------------- --------------------- ------------------------
         Other Expenses                                                 0.68%                   0.68%
         ------------------------------------------------------- --------------------- ------------------------
         ------------------------------------------------------- --------------------- ------------------------
         Total Annual Fund Operating Expenses                           1.98%                   1.73%
         ------------------------------------------------------- --------------------- ------------------------
         ------------------------------------------------------- --------------------- ------------------------
         Fee Waiver7                                                    0.48%                    N/A
         ------------------------------------------------------- --------------------- ------------------------
         ------------------------------------------------------- --------------------- ------------------------
         Net Expenses                                                   1.50%                    N/A
         ------------------------------------------------------- --------------------- ------------------------

</TABLE>

         1        You will be  charged  $1.50  for  checks  and  $8.00  for wire
                  transfers.  There  is  no  wire  transfer  fee  for  transfers
                  involving  an  omnibus  account  of a  broker-dealer  or other
                  entity that has an agreement with Forward  Funds,  Inc. or its
                  distributor to service shareholders.

         2        If you redeem your shares by mail there is a $1.00 charge.  If
                  you choose to receive the proceeds  from your  redemption  via
                  wire  transfer,  there  is an $8.00  charge.  There is no wire
                  transfer fee for transfers  involving an omnibus  account of a
                  broker-dealer  or  other  entity  that has an  agreement  with
                  Forward   Funds,   Inc.   or  its   distributor   to   service
                  shareholders. There is no charge for transactions effected via
                  the Internet or ACH transfers by phone or Internet.

         3        For the Investor class of shares, there is a 0.25% transaction
                  fee  based  on the  amount  purchased.  If you  maintain  your
                  account  with us through a  broker-dealer  or other  financial
                  institution,  the fee may be  charged  only  when  you  redeem
                  shares  and would be based on the amount  redeemed;  all other
                  investors pay the fee at the time they purchase  shares.  This
                  fee is applied directly against  transaction costs incurred by
                  the Fund. It is not applied to reinvested dividends or capital
                  gains distributions. See "Purchasing Shares" for circumstances
                  under which shares may be offered without a 0.25%  transaction
                  fee.

         4        Shareholders  who elect to receive cash  dividends  will pay a
                  $10.00 annual account administration fee which is deducted out
                  of  dividends.  If the cash  dividend is less than the account
                  administration  fee then shares are sold from your  account to
                  make  up  the   difference.   This   allows  us  to   allocate
                  administrative costs in a fair manner among shareholders.  You
                  may avoid this fee by electing to reinvest  your  dividends in
                  Fund shares.

         5        These  expenses are paid  directly  out of the Fund's  assets.
                  Expenses  are factored  into the share price or dividends  and
                  are not charged directly to shareholder accounts.

         6        The  Fund's  shareholders  have  adopted a  Distribution  Plan
                  pursuant to which up to 0.25% of the average  daily net assets
                  of the Investor Class may be used to pay shareholder servicing
                  and distribution fees. The Fund has also adopted a Shareholder
                  Servicing  Plan  pursuant to which up to 0.10% and up to 0.35%
                  of  the  average  net  assets  of  the   Investor   Class  and
                  Institutional Class, respectively,  can be used be used to pay
                  shareholder  servicing  fees. The expenses of the  Shareholder
                  Servicing  Plan are  reflected as part of "Other  Expenses" of
                  the Fund.

         7        The Fund's  Investment  Adviser  has  contractually  agreed to
                  waive a portion of its fees,  relating to the  Investor  class
                  shares, until January,  2001 in amounts necessary to limit the
                  Fund's  operating  expenses  to an annual  rate of 1.50% (as a
                  percentage  of average daily net assets and exclusive of 12b-1
                  and shareholder  servicing  fees). For the two years following
                  January,  2001,  the  Investment  Adviser  is  entitled  to  a
                  reimbursement  from  the Fund of any fees  waived  under  this
                  arrangement if such  reimbursement  does not cause the Fund to
                  exceed existing expense limitations.

Example

This  example is  intended to help you  compare  the costs of  investing  in the
Hoover Small Cap Equity Fund with the costs of investing in other mutual funds.

The  Example  assumes  that  you  invest  $10,000  in  either  the  Investor  or
Institutional  class of  shares of the  Hoover  Small  Cap  Equity  Fund for the
periods  indicated  and  then  redeem  all of your  shares  at the end of  those
periods. The Example also assumes that your investment has a 5% return each year
and that the  Fund's  total  annual  Fund  operating  expenses  remain the same.
Although  your actual costs may be higher or lower,  based on these  assumptions
your costs would be:



<PAGE>

<TABLE>
           <S>                                       <C>                                     <C>
                                                                         Hoover Small Cap Equity
                                                                                   Fund
                                                                           Institutional Class
                                                                                 -------
            1 Year....................$179            1 Year.......................$202
            3 Years...................$602            3 Years......................$572
            5 Years..................$1,052           5 Years......................$968
            10 Years.................$2,302           10 Years....................$2,075

</TABLE>


You would pay the following expenses if you did not redeem your shares:


<PAGE>
<TABLE>
            <S>                       <C>            <C>                <C>                    <C>


                                                                         Hoover Small Cap Equity
                                                                                   Fund
                                                                           Institutional Class
                                                                                 -------
            1 Year....................$153            1 Year.......................$176
            3 Years...................$575            3 Years......................$545
            5 Years..................$1,023           5 Years......................$939
            10 Years.................$2,268           10 Years....................$2,041

</TABLE>

- ----------

+The examples above include  imposition of the  transaction  fee and incorporate
the contractual fee waiver in place for the Fund for its current fiscal year.

<PAGE>


THE GARZARELLI U.S. EQUITY FUND

Objective

The Garzarelli U.S.  Equity Fund seeks high total return  (capital  appreciation
and income).

Principal Investment Strategy - Investing in Domestic Equity Securities

The Garzarelli U.S. Equity Fund attempts to achieve its investment  objective by
investing primarily in the equity securities (common,  preferred and convertible
securities)  of  companies  located  in the United  States.  At least 65% of the
Fund's total assets are invested in the equity securities of companies organized
or  primarily  located in the  United  States.  The Fund may also  invest in the
equity  securities of companies  which are based outside of the United States if
their  stock  is  traded  on a U.S.  stock  exchange  or  through  the  National
Association of Securities  Dealers Automated  Quotation System  ("NASDAQ").  The
Garzarelli  U.S.  Equity Fund may also invest in the equity  securities of small
companies.

In managing the Fund,  the Fund's  sub-adviser  uses a  proprietary  model which
seeks to identify  securities in the Russell  3000(R) Index which are trading at
attractive prices relative to underlying value. The Fund's  sub-adviser  employs
proprietary valuation measures to identify such securities. The Fund's portfolio
characteristics  may differ somewhat from the Russell 3000(R) Index. The Russell
3000(R) Index is made up of 3,000 of the largest U.S.  companies and  represents
over 90% of the public U.S. equity market.

What are the Principal Risks of Investing in the Garzarelli U.S. Equity Fund?

As with any  investment,  an investment in the Garzarelli  U.S.  Equity Fund may
cause you to lose some or all of the money you invested.  Because the securities
in which the Garzarelli U.S. Equity Fund invests may decrease in value,  the net
asset value of the Fund may decrease and the value of your  investment  may also
decrease.  On the other hand you could  experience  an  increase in the value of
your  investment as the Fund's net asset value  increases.  You should  consider
your own investment  goals,  time horizon and risk tolerance before investing in
the Garzarelli U.S. Equity Fund.

      Common Stocks

         The  Garzarelli  U.S.  Equity Fund invests in the equity  securities of
companies,  which exposes the Fund and its  shareholders to the risks associated
with  investing in common  stocks.  These risks  include the  financial  risk of
selecting individual companies that do not perform as anticipated, the risk that
the stock markets in which the Funds invest may experience periods of turbulence
and instability,  and the general risk that domestic and global economies may go
through  periods  of  decline  and  cyclical  change.  Many  factors  affect  an
individual company's performance,  such as the strength of its management or the
demand for its product or services.

      Small Capitalization Stocks

         Although  smaller  companies  may offer great  investment  value,  they
present  greater  investment  risks than  investing in the  securities  of large
companies. These risks include greater price volatility,  greater sensitivity to
changing  economic  conditions and less liquidity than the securities of larger,
more mature  companies.  Smaller  companies can also have limited product lines,
markets or financial resources and may not have sufficient management strength.

Performance History

Since the Fund commenced  operations in October,  1998, there are no performance
figures reflecting the Fund's performance for a full calendar year.

Shareholder Fees and Expenses

This table describes the fees and expenses that you may pay if you buy shares of
the Garzarelli U.S. Equity Fund.
<TABLE>
                <S>                                                       <C>                  <C>

                --------------------------------------------------------- -------------------------
                Shareholder Fees (fees paid directly from your
                investment)
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Maximum Sales Charge (Load) on Purchases (as a % of                 NONE
                your purchase price)1
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Maximum Deferred Sales Charge (Load)                                NONE
                --------------------------------------------------------- -------------------------

</TABLE>

<PAGE>
<TABLE>
                <S>                                                     <C>                     <C>

                --------------------------------------------------------- -------------------------
                Redemption Fee2                                                     NONE
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Transaction Fee3                                                   0.25%
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Exchange Fees                                                       NONE
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Maximum Account Fee4                                               $10.00
                --------------------------------------------------------- -------------------------

                --------------------------------------------------------- -------------------------
                Annual Fund Operating Expenses (expenses that are
                deducted from Fund assets)5
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Management Fee                                                     0.80%
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Distribution and Service (12b-1) Fee6                              0.25%
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Other Expenses                                                     0.72%
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Total Annual Fund Operating Expenses                               1.77%
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Fee Waiver7                                                        0.32%
                --------------------------------------------------------- -------------------------
                --------------------------------------------------------- -------------------------
                Net Expenses                                                       1.45%
                --------------------------------------------------------- -------------------------

</TABLE>




                1        You will be charged $1.50 for checks and $8.00 for wire
                         transfers.  There is no wire transfer fee for transfers
                         involving  an  omnibus  account of a  broker-dealer  or
                         other entity that has an agreement  with Forward Funds,
                         Inc. or its distributor to service shareholders.

                2        If you  redeem  your  shares  by mail  there is a $1.00
                         charge. If you choose to receive the proceeds from your
                         redemption via wire transfer, there is an $8.00 charge.
                         There is no wire transfer fee for  transfers  involving
                         an omnibus account of a  broker-dealer  or other entity
                         that has an agreement with Forward  Funds,  Inc. or its
                         distributor to service shareholders. There is no charge
                         for  transactions  effected  via  the  Internet  or ACH
                         transfers by phone or Internet.

                3        There is a 0.25%  transaction  fee based on the  dollar
                         amount purchased.  If you maintain your account with us
                         through a broker-dealer or other financial institution,
                         the fee may be charged only when you redeem  shares and
                         would  be  based  on the  amount  redeemed;  all  other
                         investors pay the fee at the time they purchase shares.
                         This fee is applied directly against  transaction costs
                         incurred by the Fund.  It is not applied to  reinvested
                         dividends   or   capital   gains   distributions.   See
                         "Purchasing   Shares"  for  circumstances  under  which
                         shares may be offered without a 0.25% transaction fee.

                4        Shareholders  who elect to receive cash  dividends will
                         pay a $10.00 annual account administration fee which is
                         deducted out of dividends. If the cash dividend is less
                         than the  account  administration  fee then  shares are
                         sold from your account to make up the difference.  This
                         allows us to  allocate  administrative  costs in a fair
                         manner  among  shareholders.  You may avoid this fee by
                         electing to reinvest your dividends in Fund shares.

                5        These  expenses  are paid  directly  out of the  Fund's
                         assets.  Expenses are factored  into the share price or
                         dividends and are not charged  directly to  shareholder
                         accounts.

                6        On May 3,  1999,  the  Fund's  shareholders  adopted  a
                         Distribution  Plan pursuant to which up to 0.25% of the
                         Fund's  average  daily  net  assets  may be used to pay
                         shareholder   servicing  and  distribution   fees.  The
                         Distribution   Plan  in  part  replaces  a  Shareholder
                         Servicing  Plan  pursuant  to  which up to 0.35% of the
                         Fund's   average  net  assets  could  be  used  to  pay
                         shareholder  servicing fees. The Shareholder  Servicing
                         Plan will  continue at an annual rate of up to 0.10% of
                         the Fund's  average  net  assets.  The  expenses of the
                         Shareholder  Servicing  Plan are  reflected  as part of
                         "Other Expenses" of the Fund.

                7        The Fund's Investment Adviser has contractually  agreed
                         to waive a portion of its fees until  January,  2001 in
                         amounts   necessary  to  limit  the  Fund's   operating
                         expenses to an annual rate of 1.45% (as a percentage of
                         average  daily net  assets and  exclusive  of 12b-1 and
                         shareholder   servicing   fees).   For  the  two  years
                         following  January,  2001,  the  Investment  Adviser is
                         entitled to a  reimbursement  from the Fund of any fees
                         waived  under this  arrangement  if such  reimbursement
                         does not  cause  the Fund to  exceed  existing  expense
                         limitations.

Example

This  example is  intended to help you  compare  the costs of  investing  in the
Garzarelli U.S. Equity Fund with the costs of investing in other mutual funds.

The Example  assumes that you invest $10,000 in the Garzarelli  U.S. Equity Fund
for the periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the  Fund's  total  annual  Fund  operating  expenses  remain the same.
Although  your actual costs may be higher or lower,  based on these  assumptions
your costs would be:


                              Garzarelli U.S. Equity
                                      Fund+
                                                            -------
                        1 Year........................       $173
                        3 Years.......................       $554
                        5 Years.......................       $959
                        10 Years......................      $2,092

You would pay the following expenses if you did not redeem your shares:



                             Garzarelli U.S. Equity
                                      Fund+
                                                            -------
                        1 Year........................       $148
                        3 Years.......................       $526
                        5 Years.......................       $929
                        10 Years......................      $2,057

- ----------

+The examples above include  imposition of the  transaction  fee and incorporate
the contractual fee waiver in place for the Fund for its current fiscal year.


<PAGE>


                   ADDITIONAL INVESTMENT STRATEGIES AND RISKS

The following information applies to all of the Forward Funds:

      Defensive Positions; Cash Reserves

         Under  adverse  market  conditions  or to meet  anticipated  redemption
requests,  each Fund may deviate from its principal  investment strategy and may
invest without limit in money market securities, U.S. government obligations and
short-term  debt  securities.  This could have a negative  effect on each Fund's
ability to achieve its investment objective.

      Portfolio Turnover

         Although each of the Fund's sub-advisers seek to minimize the frequency
with  which  portfolio  securities  are  bought  and sold  (known  as  portfolio
turnover) so as to avoid possible income tax  consequences,  portfolio  turnover
will not be a limiting factor when the sub-adviser  believes  portfolio  changes
are   appropriate.   A  higher   turnover  rate  (100%  or  more)  will  involve
correspondingly  greater  transaction  costs  which will be borne  directly by a
Fund,   and  may  increase  the  potential   for  more  taxable   dividends  and
distributions being paid to shareholders.

         The Hoover Small Cap Equity and Hansberger  International Growth Fund's
portfolio turnover rates are expected to be less than 200% and 100% respectively
under normal market conditions. Portfolio turnover rates for the Garzarelli U.S.
Equity and Uniplan Real Estate Investment Funds should be less than 50%.

      Derivatives

         Some of the  instruments  in which the Funds may invest may be referred
to as  "derivatives,"  because  their  value  "derives"  from  the  value  of an
underlying asset,  reference rate or index.  These instruments  include options,
futures  contracts,  forward  currency  contracts,  swap  agreements and similar
instruments.  There is limited  consensus as to what  constitutes a "derivative"
security. For our purposes,  derivatives also include specially structured types
of mortgage- and asset-backed securities and dollar denominated securities whose
value  is  linked  to  foreign  currencies.   The  market  value  of  derivative
instruments  and  securities  sometimes  is more  volatile  than  that of  other
instruments,  and each type of  derivative  instrument  may have its own special
risks. The investment  adviser and sub-advisers take these risks into account in
their management of the Funds.

         Investing for hedging purposes may result in certain  transaction costs
which may reduce a Fund's  performance.  In addition,  no assurance can be given
that each  derivative  position  will  achieve a  perfect  correlation  with the
security or currency that it is being hedged against.

      Illiquid Securities

         A Fund may invest up to 15% of its net assets in  illiquid  securities.
Illiquid  securities are securities  which cannot be disposed of in the ordinary
course of business at the normal value of the securities.

      Debt Securities

         Debt  securities in which the Funds invest are subject to several types
of investment risk. They may have market or interest rate risk which means their
value will be affected by fluctuations in the prevailing  interest rates.  There
may be credit risk, a risk that the issuer may be unable to make timely interest
payments and repay the principal upon maturity.  Call or income risk exists with
corporate  bonds  during  periods  of  falling  interest  rates  because  of the
possibility that securities with high interest rates will be prepaid or "called"
by the issuer  before they mature.  The Fund would have to reinvest the proceeds
at a possibly  lower interest rate. A Fund may also suffer from event risk which
is the  possibility  that corporate debt  securities held by a Fund may suffer a
substantial   decline  in  credit   quality  and  market  value  if  the  issuer
restructures.

         Generally,  debt securities increase in value during periods of falling
interest rates and decline in value if interest  rates  increase.  Usually,  the
longer the  remaining  maturity  of a debt  security,  the greater the effect of
interest rate changes on its market value.

      Investment Grade Debt Securities and High Yield ("Junk") Bonds

         Investment  grade debt securities are securities  rated at least Baa by
Moody's  Investor  Services,  Inc. or BBB by Standard & Poor's  Ratings  Service
(nationally  recognized statistical ratings  organizations),  or if unrated, are
determined  to be of the  same  quality  by  the  sub-adviser.  Generally,  debt
securities in these categories should have adequate capacity to pay interest and
repay  principal  but their  capacity  is more  likely  than  higher  grade debt
securities  to be weakened if there is a change in economic  conditions or other
circumstances.

         High yield ("junk") bonds are considered speculative with regard to the
issuer's  capacity to pay  interest and repay  principal  and may be in default.
Except for the Hoover Small Cap Equity Fund which does not expect to invest more
than 10% of its total  assets in these types of  securities,  the other Funds do
not  anticipate  investing  more than 5% of their total assets in these types of
securities.

      When-Issued and Delayed-Delivery Transactions

         The Funds may purchase securities on a when-issued and delayed-delivery
basis. When a Fund agrees to purchase  securities,  the Custodian will set aside
cash or liquid  securities equal to the amount of the commitment in a segregated
account to cover its obligation. Securities purchased on a when-issued basis are
recorded as an asset and are  subject to changes in value based upon  changes in
the  general  level of  interest  rates.  In  when-issued  and  delayed-delivery
transactions,  a Fund  relies on the seller to  complete  the  transaction;  the
seller's  failure to do so may cause the Fund to miss an  advantageous  price or
yield. A Fund may, however,  sell a when-issued security prior to the settlement
date.

       Year 2000 Issues

         The  Funds'  business  operations  depend  on a  worldwide  network  of
computer systems that contain date fields, including securities trading systems,
securities transfer agent operations and stock market links. Many of the systems
currently  use a two digit date field to  represent  the date,  and unless these
systems are changed or modified,  they may not be able to  distinguish  the Year
1900 from the Year 2000  (commonly  referred  to as the Year 2000  problem).  In
addition,  the fact that the Year 2000 is a  non-standard  leap year may  create
difficulties for some systems.

         While Year 2000 related computer  problems could have a negative effect
on the Funds,  the Funds'  investment  adviser is working to avoid any  problems
associated with Year 2000 issues and to obtain assurances from service providers
that they are  taking  similar  steps.  However,  the Funds  could be  adversely
affected  if the  computer  systems  used by the Funds'  investment  adviser and
sub-advisers  and other service  providers do not properly process and calculate
date-related information from and after January 1, 2000.

         Similarly,  the companies in which the Funds invest and trading systems
used by the Funds could be  adversely  affected by this issue.  The ability of a
company or trading  system to respond  successfully  to the issue  requires both
technological  sophistication and diligence,  and there can be no assurance that
any steps taken will be sufficient to avoid an adverse impact on the Funds.

      Euro-Conversion Risk

         On January 1, 1999,  eleven European  countries  began  conversion to a
common  currency.  Investments  traded in the markets in these countries are now
denominated  in the new currency,  referred to as the "Euro."  Conversion to the
Euro may present  certain risks to investments  of the Hansberger  International
Growth Fund, in particular, as well as the Hoover Small Cap Equity Fund.

      Certain Other Strategies

         All of the Funds may  directly  purchase  particular  types of debt and
equity securities,  such as corporate debt securities,  convertible  securities,
depositary  receipts,  loan  participations and assignments,  mortgage and other
asset-backed   securities,   certificates  of  deposit  and  time  deposits  and
commercial  paper.  Each of the Funds  may enter  into  repurchase  and  reverse
repurchase  agreements  and dollar  roll  agreements,  when-issued  and  delayed
delivery  transactions;  and may purchase illiquid  securities.  These Funds may
also lend  their  portfolio  securities.  From time to time,  certain  Funds may
purchase  these  securities or enter into these  strategies to an extent that is
more than incidental.  Please review the Statement of Additional  Information if
you wish to know more  about  these  types of  securities  and their  associated
risks.

                             MANAGEMENT OF THE FUNDS

Investment Adviser and Sub-Advisers

Investment Adviser

Webster  Investment  Management  Company,  LLC ("Webster")  serves as investment
adviser to each Fund. Webster is a registered investment adviser that supervises
the activities of each  sub-adviser and has the authority to engage the services
of  different  sub-advisers  with the  approval of the  Directors of each of the
respective Funds.  Webster is located at 433 California Street,  Suite 1010, San
Francisco, California, 94104.

Webster  has the  authority  to manage the Funds  and,  in  accordance  with the
investment objective,  policies and restrictions of the Funds subject to general
supervision  of the  Company's  Board  of  Directors,  but  has  delegated  this
authority to sub-advisers  for all of the Funds. It also provides the Funds with
ongoing management  supervision and policy direction.  Shareholders of the Funds
have  approved a  proposal  which  would  permit  Webster to hire and  terminate
sub-advisers without shareholder approval and Webster is seeking authority to do
so from the  Securities and Exchange  Commission.  Webster has managed the Funds
since  September,  1998 and the  Funds  are its  principal  investment  advisory
clients.  Daily  investment  decisions are made by the sub-adviser to each Fund,
whose investment experience is described below.

Each Fund pays an  investment  advisory  fee,  which is computed  daily and paid
monthly,  at the  following  annual  rates based on the average  daily net asset
value of the respective funds:  Garzarelli U.S. Equity Fund, 0.80% for the first
$100  million of assets  under  management;  0.725% for the next $400 million of
assets  under  management;   0.65%  on  assets  over  $500  million;  Hansberger
International  Growth  Fund,  0.85% for the first $50  million  of assets  under
management; 0.75% for the next $50 million of assets under management; 0.65% for
the next  $150  million  of  assets  under  management;  0.60% for the next $250
million  of assets  under  management;  and 0.55% on assets  over $500  million;
Hoover Small Cap Equity Fund,  1.05% of average  daily net assets;  Uniplan Real
Estate  Investment  Fund,  1.00%  for the first  $100  million  of assets  under
management;  0.85% for the next $400  million of assets  under  management;  and
0.70% on assets over $500 million.  The Funds pay these advisory fees to Webster
which in turn pays each sub-adviser their sub-advisory fee.

Sub-Advisers

The sub-advisers  manage the Funds and make decisions with respect to, and place
orders for, all  purchases  and sales of the Funds'  securities,  subject to the
general  supervision  of the Board of  Directors of Forward  Funds,  Inc. and in
accordance  with the  investment  objective,  policies and  restrictions  of the
Funds.

The Hansberger International Growth Fund -

Prior to March, 2000, the Hansberger  International Growth Fund was known as the
International  Equity Fund and its sub-adviser was Templeton Investment Counsel,
Inc. On or about March 6, 2000, Hansberger Global Investors, Inc. ("HGI") became
the sub-adviser to the Fund. HGI, a wholly-owned subsidiary of Hansberger Group,
Inc.,  with its  principal  offices  at 515 East Olas  Blvd.,  Fort  Lauderdale,
Florida,  as well as  offices  in  Burlington,  Ontario,  Hong Kong and  Moscow,
conducts a world wide portfolio  management business that provides a broad range
of portfolio  management  services to customers in the United States and abroad.
As of December  31,  1999,  HGI had  approximately  $2.9  billion  assets  under
management.

The Hansberger  International  Growth Fund is  team-managed.  The portfolio team
includes  Thomas R. H. Tibbles,  CFA, Eric H. Melis,  CFA and Barry A. Lockhart,
CFA.

The Uniplan Real Estate Investment Fund -

Prior to February,  2000, the Uniplan Real Estate  Investment  Fund was known as
the Real Estate Investment Fund. Uniplan, Inc. ("Uniplan") serves as sub-adviser
for the  Uniplan  Real  Estate  Investment  Fund.  Uniplan  is located at 839 N.
Jefferson Street,  Milwaukee,  Wisconsin 53202. Uniplan also provides investment
advice to other  mutual  funds and  individual  and  institutional  clients with
substantial  investment  portfolios.  As of  March  31,  1999  Uniplan  and  its
affiliates managed approximately $246 million in assets. Uniplan has been in the
business  of  providing  investment  advisory  services  for over 15 years.  Mr.
Richard  Imperiale  is  the  Portfolio  Manager  for  the  Uniplan  Real  Estate
Investment  Fund.  He has been  President of Uniplan  since its  inception.  Mr.
Imperiale holds a B.S. in finance from Marquette  University Business School and
has  completed a  postgraduate  lecture  series in  corporate  finance  from the
University of Chicago.

The Hoover Small Cap Equity Fund -

Prior to February, 2000, the Hoover Small Cap Equity Fund was known as the Small
Capitalization Equity Fund. Hoover Capital Management,  LLC ("Hoover") serves as
sub-adviser  for the  Hoover  Small Cap  Equity  Fund.  Hoover is located at 655
Montgomery Street,  Suite 800, San Francisco,  California 94111. As of March 31,
1999, Hoover managed more than $120 million in the  small-capitalization  sector
for institutional and individual investors.  Hoover was founded in 1998 by Irene
G. Hoover, the Fund's portfolio  manager.  Ms. Hoover is the Managing Partner of
Hoover.  Ms.  Hoover  has  approximately  20  years  of  investment   management
experience.  Prior to forming Hoover,  she was Director of Research and a member
of the  three-person  investment  committee,  with  more than $5  billion  under
management,  at Jurika  and  Voyles,  Inc.,  an  investment  management  firm in
Oakland, California. She was employed at that firm from 1991-1997. Ms. Hoover is
a Chartered Financial Analyst;  she holds a B.A. from Stanford University and an
M.A. from Northwestern University.


<PAGE>


The Garzarelli U.S. Equity Fund -

Prior to March,  2000,  the  Garzarelli  U.S.  Equity Fund was known as the U.S.
Equity Fund and its sub-adviser  was Barclays Global Fund Advisors.  On March 1,
2000 Garzarelli Investment Management, LLC ("Garzarelli") became the sub-adviser
for the Garzarelli U.S. Equity Fund.  Garzarelli is located at 2010 Main Street,
Suite 1225, Irvine California. Garzarelli serves as an investment adviser to ten
private  accounts  with  combined  assets of $3.4  million.  Webster owns 47% of
Garzarelli's authorized, issued shares and Garzarelli Capital, Inc., at the same
address as Garzarelli,  owns 51% of such shares.  Elaine Garzarelli owns 100% of
Garzarelli Capital, Inc.

Uniplan, Inc. Performance History

Presented  below are the  performance  results up to March 31, 1999 for Uniplan,
Inc., the  sub-adviser to the Uniplan Real Estate  Investment  Fund, in managing
accounts  for private  clients  and/or  other  mutual  funds with  substantially
similar investment objectives,  policies and strategies. The results are not the
performance  record of the  Uniplan  Real  Estate  Investment  Fund  which  only
recently commenced operations.  Performance results indicated below are not, and
should not be interpreted as, indicative of future results.

UNIPLAN, INC. - REIT PORTFOLIO
Return since Uniplan Inception (1/89):      14.52% (annualized) 10 Year Return

<TABLE>
<S>                  <C>          <C>             <C>          <C>            <C>            <C>               <C>


- ---- --------------------------------------------------------------------------------------------------------------------------
                        Rolling Compounded Annualized Returns
     Quarter        1 Year         2 Year         3 Year        4 Year         5 Year           6 Year         7 Year
     8 Year           9 Year
- ----
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1989 3.03%
1    6.44%
     4.39%
2    -1.51%      12.75%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1990 -2.21%      7.02%
1    -1.03%      -0.49%
     -9.53%      -13.76%
2    2.92%       -9.88%      0.80%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1991 23.71%      14.00%      10.45%
1    1.07%       16.42%      7.63%
     4.86%       34.94%      7.87%
2    5.80%       38.71%      11.81%      12.12%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1992 1.04%       13.30%      13.65%      11.39%
1    2.97%       15.42%      15.92%      10.17%
     6.63%       17.37%      25.85%      10.95%
2    4.09%       15.48%      26.56%      13.02%      12.95%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1993 26.38%      44.44%      27.92%      23.10%      18.87%
1    -1.55%      38.10%      26.25%      22.89%      16.57%
     10.02%      42.49%      29.32%      31.17%      18.11%
2    -4.21%      31.13%      23.05%      28.07%      17.29%      16.37%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1994 3.26%       7.14%       24.40%      20.58%      18.90%      16.42%
1    2.02%       11.02%      23.82%      20.96%      19.81%      15.44%
     -1.38%      -0.48%      19.08%      18.51%      22.42%      14.13%
2    -0.06%      3.83%       16.68%      16.26%      21.52%      14.47%       14.18%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1995 -0.45%      0.10%       3.56%       15.70%      15.10%      14.88%       13.53%
1    6.21%       4.21%       7.56%       16.91%      16.53%      16.51%       13.49%
     5.13%       11.09%      5.14%       16.35%      16.61%      20.06%       13.62%
2    3.98%       15.58%      9.55%       16.31%      16.10%      20.31%       14.65%      14.38%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1996 3.21%       19.83%      9.52%       8.72%       16.72%      16.03%       15.69%      14.41%
1    5.08%       18.55%      11.15%      11.11%      17.32%      16.93%       16.85%      14.20%
     10.10%      24.16%      17.44%      11.14%      18.26%      18.08%       20.74%      15.07%
2    15.10%      37.44%      26.04%      18.15%      21.27%      20.09%       23.01%      17.66%      17.04%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1997 0.80%       34.23%      26.82%      17.20%      14.60%      20.03%       18.88%      18.17%      16.72%
1    5.10%       34.25%      26.16%      18.37%      16.49%      20.52%       19.66%      19.19%      16.53%
     12.40%      37.06%      30.45%      23.65%      17.12%      21.80%       21.05%      22.94%      17.61%
2    3.50%       23.25%      30.15%      25.10%      19.40%      21.66%       20.61%      23.04%      18.34%        17.71%

3

4
     ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1998 -0.27%      21.94%      27.93%      25.17%      18.37%      16.03%       20.35%      19.31%      18.64%        17.28%
1    -4.30%      11.03%      22.09%      20.90%      16.49%      15.38%       18.89%      18.39%      18.14%        15.91%
     -5.80%      -6.95%      12.93%      16.56%      15.17%      11.85%       16.46%      16.59%      18.74%        14.59%
2    -0.56%      -10.60%     4.97%       14.84%      15.02%      12.69%       15.57%      15.56%      18.23%        14.71%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1999 -4.24%      -14.16%     2.31%       12.00%      13.91%      11.00%       10.35%      14.68%      14.50%        14.45%
1
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------

</TABLE>


                             1 Year      3 Year      5 Year      7 Year  9 Year
Standard Deviation           16.13%      5.59%       3.05%       2.88%   1.31%


NAREIT EQUITY INDEX*
Return Since (1/89):                        10.61% (annualized) 10 Year Return

<TABLE>
       <S>           <C>         <C>              <C>           <C>             <C>             <C>             <C>


- ---- --------------------------------------------------------------------------------------------------------------------------
                        Rolling Compounded Annualized Returns
     Quarter        1 Year         2 Year         3 Year        4 Year         5 Year           6 Year         7 Year
     8 Year           9 Year
- ---- --------------------------------------------------------------------------------------------------------------------------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1989 2.38%
1    5.80%
     3.67%
2    -3.08%      8.83%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1990 -3.87%      2.19%
1    -0.12%      -3.53%
     -14.55%     -20.48%
2    3.17%       -15.35%     -4.02%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1991 22.74%      8.08%       5.09%
1    0.78%       9.05%       2.57%
     4.09%       32.84%      2.78%
2    5.39%       35.70%      7.17%       7.72%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1992 0.66%       11.29%      9.67%       7.12%
1    2.64%       13.34%      11.17%      6.04%
     6.82%       16.31%      24.30%      7.10%
2    3.83%       14.59%      24.70%      9.59%       9.40%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1993 21.94%      38.82%      24.29%      18.63%      14.29%
1    -2.87%      31.36%      22.02%      17.53%      11.87%
     9.35%       34.47%      25.06%      27.60%      13.37%
2    -7.38%      19.96%      17.24%      23.10%      12.09%      11.44%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1994 3.40%       1.72%       18.83%      16.26%      14.16%      11.66%
1    1.84%       6.65%       18.36%      16.66%      14.71%      10.81%
     -2.04%      -4.46%      13.35%      14.33%      18.70%      9.56%
2    0.02%       3.18%       11.25%      12.35%      17.78%      10.25%       10.01%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1995 -0.17%      -0.39%      0.66%       12.04%      11.85%      11.09%       9.55%
1    5.88%       3.56%       5.10%       13.21%      13.24%      12.39%       9.57%
     4.71%       10.70%      2.84%       12.46%      13.41%      17.05%       9.75%
2    4.14%       15.26%      9.05%       12.57%      13.07%      17.27%       11.07%      10.75%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1996 2.27%       18.08%      8.45%       6.16%       13.52%      13.07%       12.22%      10.73%
1    4.45%       16.48%      9.83%       8.76%       14.02%      13.88%       13.06%      10.53%
     6.54%       18.52%      14.54%      7.82%       13.94%      14.41%       17.30%      10.96%
2    18.85%      35.26%      24.86%      17.17%      17.86%      17.20%       20.10%      14.24%      13.55%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1997 0.70%       33.18%      25.40%      16.14%      12.35%      17.21%       16.20%      15.00%      13.32%
1    4.97%       33.85%      24.86%      17.32%      14.55%      17.73%       16.99%      15.82%      13.21%
     11.82%      40.48%      29.03%      22.61%      15.20%      18.82%       18.40%      20.36%      14.28%
2    1.75%       20.27%      27.54%      23.31%      17.94%      18.34%       17.70%      20.12%      14.98%        14.28%

3

4
     ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1998 -0.47%      18.87%      25.82%      23.19%      16.82%      13.63%       17.48%      16.58%      15.48%        13.92%
1    -4.59%      8.04%       20.26%      18.98%      14.93%      13.22%       16.06%      15.67%      14.82%        12.62%
     -10.52%     -13.54%     10.21%      12.91%      12.35%      8.77%        12.68%      13.20%      15.48%        10.79%
2    -2.92%      -17.51%     -0.40%      10.30%      11.52%      9.80%        11.43%      11.88%      14.61%        10.81%

3

4
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------
1999 -5.59%      -21.75%     -3.56%      7.40%       9.97%       7.82%        6.78%       10.86%      10.91%        10.59%
1
- ---- ----------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ------------- -----------


</TABLE>

                             1 Year      3 Year      5 Year      7 Year   9 Year
Standard Deviation           16.82%      5.84%       3.31%       3.27%     1.52%
- ------------------

*        The NAREIT Equity Index is comprised of all the publicly-traded  equity
         real estate  investment  trusts listed on the New York Stock  Exchange,
         the American Stock Exchange, and the National Association of Securities
         Dealers,  Inc.  and is prepared  by the  National  Association  of Real
         Estate Investment Trusts.




Except as otherwise provided herein,  the performance  records regarding similar
private  accounts  presented  above have been  prepared in  compliance  with the
Performance  Presentation Standards of the Association for Investment Management
and Research  ("AIMR") and have been provided to Forward Funds, Inc. by Uniplan,
Inc. Forward Funds, Inc. has not independently  audited or verified the results.
The  results are for all private  accounts  and/or  mutual  funds  managed  with
substantially  similar  investment  objectives,  policies and strategies.  These
accounts are not subject to the  restrictions  and limitations of the Investment
Company Act of 1940, as amended (the "1940 Act"),  and the Internal Revenue Code
of 1986,  as  amended  (the  "Code"),  which may  adversely  affect  performance
results.  The results  reflect the  deduction of advisory and other fees and the
reinvestment of dividends.

                               VALUATION OF SHARES

The price you pay for a share of a Fund,  and the price you receive upon selling
or redeeming a share of a Fund, is called the Fund's net asset value or NAV. The
net asset value of each Fund is usually  determined and its shares are priced as
of the  close  of  regular  trading  on the New  York  Stock  Exchange  ("NYSE")
(generally 4:00 p.m.,  Eastern Time) on each Business Day. A "Business Day" is a
day on which the NYSE is open for trading and the  Federal  Reserve  Bank of San
Francisco ("FRB") is open,  except days on which there are insufficient  changes
in the value of a Fund's  portfolio  securities to materially  affect the Fund's
net asset value or days on which no shares are  tendered for  redemption  and no
order to purchase any shares is received. Currently, the NYSE and/or the FRB are
closed on the following  holidays:  New Year's Day, Martin Luther King, Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day and Christmas Day. To the extent that a Fund holds  securities
listed  primarily on a foreign exchange that trades on days when the Fund is not
open for business or the NYSE is not open for trading,  the value of your shares
may change on days that you cannot buy or sell shares.

The net asset  value per share of each Fund  fluctuates  as the market  value of
that Fund's  investments  changes.  Net asset value is  calculated by taking the
total value of a Fund's assets,  subtracting its liabilities,  and then dividing
by the number of shares  that have  already  been  issued.  A Fund's  assets are
valued  generally  by using  available  market  quotations  or at fair  value as
determined in good faith by the Board of Directors.

                                PURCHASING SHARES

How to Buy Shares

         Investor Shares
         Purchase Choices:

                         Through your financial adviser
              Through our Distributor, Provident Distributors, Inc.
                      By Internet, Mail, Telephone or Wire


Individual investors can choose from the following methods to purchase shares of
a Fund. Individual investors can purchase shares through a broker-dealer who has
established a dealer or other appropriate  agreement with the Distributor or the
Funds, or through the Distributor directly. In addition, shares of the Funds can
be purchased at any time via the Internet,  mail, telephone,  or wire. There are
no initial sales loads for shares of the Funds. There is a 0.25% transaction fee
based on the amount  purchased.  All investors  except those whose  accounts are
held  through  a  broker  or  financial  institution  pay the fee at the time of
purchase.  These other  investors  may be charged when they redeem their shares.
The Fund  charges  the  0.25%  transaction  fee to  shareholders  so that  other
shareholders  do not  indirectly  pay for purchases or  redemptions  that do not
relate to their shares.  Forward Funds, Inc. reserves the right to add a similar
purchase or redemption fee in the future on all  transactions  if we think it is
necessary to protect the Funds' long-term investors.  Shares of the Funds may be
offered without a 0.25% transaction fee to:

     (1) tax-exempt  organizations  enumerated in section  501(c)(3) of the Code
         and private,  charitable  foundations  that in each case make  lump-sum
         purchases of $100,000 or more;

     (2) qualified  employee benefits plans established  pursuant to Section 457
         of the Code that have established omnibus accounts with the Funds;

     (3) qualified  employee benefit plans having more than one hundred eligible
         employees  and a minimum of $1 million in plan  assets  invested in the
         Funds (plan  sponsors are  encouraged to notify the Funds'  distributor
         when they first satisfy these requirements);

     (4) any unit  investment  trusts  registered  under the 1940 Act which have
         shares of the Funds as a principal investment;

     (5) employee participants of organizations adopting a 401(k) Plan;

     (6) financial  institutions  purchasing  shares of the  Funds  for  clients
         participating  in a fee  based  asset  allocation  program  or wrap fee
         program which has been approved by the distributor; and

     (7) registered  investment  advisers or financial planners who place trades
         for their own accounts or the accounts of their  clients and who charge
         a management,  consulting or other fee for their services;  and clients
         of such investment  advisers or financial planners who place trades for
         their own accounts if the accounts are linked to the master  account of
         such investment  adviser or financial  planner on the books and records
         of a broker or agent.

         Minimum Initial Investment Amount:

                                    $2,500 for non-retirement accounts
                                       $250 for retirement accounts

Subsequent  investments  for all Funds and  classes  require a minimum  of $250.
Broker-dealers may charge their customers a transaction or service fee.

Institutional  Shares:  Offered to  certain  investors  of the Hoover  Small Cap
                         Equity Fund

Certain financial institutions,  pension or 401(k) plans, or investment advisers
or individuals purchasing more than $250,000 worth of shares of the Hoover Small
Cap  Equity  Fund may elect to  purchase  Institutional  Class  shares.  Under a
shareholder  services plan for Institutional  Class shares, the Hoover Small Cap
Equity Fund may pay an  authorized  firm up to 0.35% of average daily net assets
attributable to its customers who are Institutional Class shareholders. For this
fee, the  authorized  firms  provide  various  recordkeeping  or  administrative
services and/or shareholder service  assistance.  Holders of Institutional Class
shares pay all fees and expenses  attributable  to those shares.  The authorized
firms  may  charge  extra for  services  other  than  those  provided  under the
shareholder services plan and should furnish clients who own Institutional Class
shares with a schedule explaining the fees.

         About Your Purchase:

When  you  purchase  shares,  you  will  pay the net  asset  value  that is next
calculated  after we receive your order.  If you place an order for the purchase
of shares through a broker-dealer, the sale price will be the net asset value as
so  determined,  but only if the dealer  receives the order and  transmits it to
Forward Funds,  Inc. The  broker-dealer  is responsible  for  transmitting  such
orders promptly.  If the  broker-dealer  fails to transmit your order before the
daily  pricing  time,  your  right to that day's  closing  price must be settled
between  the  broker-dealer  and you.  Purchases  of  shares  of a Fund  will be
effected  only on a Business Day. An order  received  prior to the daily pricing
time on any Business Day is processed at that day's NAV. An order received after
the  pricing  time on any  Business  Day is  processed  at the net  asset  value
determined as of the pricing time on the next Business Day of the Funds.

Depending upon the terms of your account,  you may pay account fees for services
provided in connection  with your  investment in a Fund.  Forward  Funds,  Inc.,
Provident  Distributors,  Inc. or your  dealer can provide you with  information
about these services and charges. You should read this Prospectus in conjunction
with any such information you receive.

To open an account  you can mail a check or other  negotiable  bank draft in the
minimum  amounts  described  above  (payable  to  the  particular  Fund)  with a
completed and signed Account  Application Form to Forward Funds, Inc., c/o PFPC,
Inc., P.O. Box 5184, Westborough,  Massachusetts 01581-5184. Call 1-800-999-6809
for an  Account  Application  Form.  A  completed  investment  application  must
indicate a valid  taxpayer  identification  number and must be certified as your
taxpayer  identification  number. You may be subject to penalties if you falsify
information with respect to your taxpayer identification numbers.

The issuance of shares is recorded on the books of the Fund electronically.  You
will  receive a  confirmation  of, or  account  statement  reflecting,  each new
transaction in your account,  which will also show the total number of shares of
the Fund you own.  You can  rely on these  statements  in lieu of  certificates.
Certificates representing shares of the Funds will not be issued.

Forward Funds,  Inc. reserves the right to refuse any request to purchase shares
of its Funds.

                               EXCHANGE PRIVILEGE

The Institutional  Class of shares are not  exchangeable.  There are no fees for
exchanges. However, transaction fees will be applied to any exchanges made above
the annual limit of two round trips.  Before you decide to exchange shares,  you
should read prospectus information about the Fund involved in your exchange. You
can  send a  written  instruction  specifying  your  exchange  or,  if you  have
authorized  telephone  exchanges  previously  and  we  have  a  record  of  your
authorization, you can call the Transfer Agent at 1-800-999-6809 to execute your
exchange.  Under  certain  circumstances,   before  an  exchange  can  be  made,
additional  documents may be required to verify the authority or legal  capacity
of the person  seeking the exchange.  Exchanges  must be for amounts of at least
$1,000.  In order to make an exchange  into a new  account,  the  exchange  must
satisfy  the  applicable  minimum  initial  investment  requirement.  Once  your
exchange  is  received  in proper  form,  it cannot be  revoked.  This  exchange
privilege  is  available  only in U.S.  states  where  shares of the Funds being
acquired may legally be sold and may be modified,  limited or  terminated at any
time by a fund upon 60 days' written notice.

You should not view the exchange  privilege as a means for market timing (taking
advantage  of  short-term  swings in the  market),  and we limit  the  number of
exchanges  you may make to four  exchanges per account (or two rounds trips) per
calendar year without a transaction fee.  Forward Funds,  Inc. also reserves the
right to prohibit  exchanges during the first 15 days following an investment in
a Fund.  Forward  Funds,  Inc. may terminate or change the terms of the exchange
privilege  at any time.  In general,  you will  receive  notice of any  material
change to the  exchange  privilege  at least 60 days  prior to the  change.  For
federal income tax purposes, an exchange constitutes a sale of shares, which may
result in a capital gain or loss.

                                REDEEMING SHARES

You may redeem your shares on any business  day.  Redemptions  are priced at the
net asset value per share next determined after receipt of a redemption  request
by the Distributor or Forward Funds, Inc. or its agents. Redemptions may be made
by check, wire transfer, telephone, mail or through the Internet. Forward Funds,
Inc. intends to pay cash for all shares redeemed,  but in unusual  circumstances
may make  payment  wholly or partly in  portfolio  securities  at a market value
equal to the redemption  price. In such cases,  you may incur brokerage costs in
converting the portfolio securities to cash.

Broker-dealers may charge their customers a transaction or service fee.

Signature Guarantee

If the proceeds of the redemption are greater than $50,000, or are to be paid to
someone other than the  registered  holder,  or to other than the  shareholder's
address of record,  or if the shares are to be transferred,  your signature must
be guaranteed by a commercial bank, trust company, savings association or credit
union as defined by the Federal  Deposit  Insurance Act, or by a securities firm
having membership on a recognized national securities exchange.  These signature
guarantees  are not required for shares when an  application is on file with the
Transfer  Agent and  payment is to be made to the  shareholder  of record at the
shareholder's address of record. The Transfer Agent reserves the right to reject
any  signature  guarantee if (1) it has reason to believe that the  signature is
not genuine,  (2) it has reason to believe that the transaction  would otherwise
be  improper,  or (3) the  guarantor  institution  is a broker or dealer that is
neither a member of a clearing corporation nor maintains net capital of at least
$100,000.

By Wire Transfer

You can  arrange  for the  proceeds  of  redemption  to be sent by federal  wire
transfer  to a single  previously  designated  bank  account  if you have  given
authorization for expedited wire redemption on your Account Application Form. If
a request for expedited wire redemption is received by Forward Funds, Inc. prior
to the close of the New York Stock Exchange the shares will be redeemed that day
at the next  determined  net asset value and the proceeds will generally be sent
to the designated  bank account the next Business Day. The bank must be a member
of  the  Federal  Reserve  wire  system.  Delivery  of  the  proceeds  of a wire
redemption  request may be delayed by Forward  Funds,  Inc.  for up to seven (7)
days  if  the  Distributor  deems  it  appropriate  under  then  current  market
conditions.  Redeeming  shareholders will be notified if a delay in transmitting
proceeds is anticipated. Once authorization is on file, Forward Funds, Inc. will
honor requests by any person  identifying  himself or herself as the owner of an
account or the  owner's  broker by  telephone  at  1-800-999-6809  or by written
instructions.  Forward Funds,  Inc.  cannot be responsible for the efficiency of
the Federal Reserve wire system or the  shareholder's  bank. You are responsible
for any charges  imposed by your bank.  The minimum  amount that may be wired is
$2,500.  Forward  Funds,  Inc.  reserves  the right to change this minimum or to
terminate the wire redemption  privilege.  Shares  purchased by check may not be
redeemed by wire transfer until the shares have been owned (i.e.,  paid for) for
at least 15 days.  Expedited  wire  transfer  redemptions  may be  authorized by
completing  a form  available  from the  Distributor.  To change the name of the
single bank  account  designated  to receive  wire  redemption  proceeds,  it is
necessary to send a written  request with signatures  guaranteed to PFPC,  Inc.,
P.O. Box 5184,  Westborough,  Massachusetts  01581-5184.  This redemption option
does not apply to shares held in broker "street name" accounts.  A wire transfer
fee will be charged by the Funds and the fee is  specified  for each Fund in the
Expense Table.

By Telephone

You may  redeem  your  shares by  telephone  if you choose  that  option on your
Account Application Form. If you did not originally select the telephone option,
you must provide written  instructions to Forward Funds, Inc. to add it. You may
have the proceeds mailed to your address or mailed or wired to a commercial bank
account  previously  designated  on the  Account  Application  Form.  Under most
circumstances, payments by wire will be transmitted on the next Business Day.

Forward Funds,  Inc.'s Account  Application  Form provides that none of Webster,
the  Transfer  Agent,  the  sub-advisers,  Forward  Funds,  Inc. or any of their
affiliates  or agents  will be liable for any loss,  expense or cost when acting
upon any oral,  wired or  electronically  transmitted  instructions or inquiries
believed by them to be genuine.  While  precautions will be taken, as more fully
described  below,  you bear the risk of any loss as the  result of  unauthorized
telephone redemptions or exchanges believed by the Funds'  administrator,  PFPC,
Inc., to be genuine.  Forward Funds, Inc. will employ  reasonable  procedures to
confirm  that  instructions   communicated  by  telephone  are  genuine.   These
procedures include recording all phone conversations,  sending  confirmations to
shareholders within 72 hours of the telephone transaction, verifying the account
name and  sending  redemption  proceeds  only to the  address  of record or to a
previously  authorized  bank account.  If you are unable to contact the Funds by
telephone, you may also mail the redemption request to Forward Funds, Inc.

By Mail

To  redeem  by mail,  you must  send a written  request  for  redemption  to the
Transfer  Agent.  The Transfer  Agent's  address is: PFPC,  Inc., P.O. Box 5184,
Westborough,  Massachusetts  01581-5184.  The  Transfer  Agent  will  require  a
signature  guarantee  by  an  eligible  guarantor  institution.   The  signature
guarantee  requirement will be waived if all of the following  conditions apply:
(1) the redemption  check is payable to the  shareholder(s)  of record,  (2) the
redemption  check is mailed to the  shareholder(s)  at the address of record and
(3) an application is on file with the Transfer Agent.  Signature guarantees are
also  waived  if the  proceeds  of the  redemption  request  will meet the above
conditions and be less than $50,000.  You may also have the proceeds mailed to a
commercial bank account previously  designated on the Account  Application Form.
There is no charge for having  redemption  proceeds  mailed to a designated bank
account.  To change the address to which a redemption check is to be mailed, you
must send a written  request to the  Transfer  Agent.  In  connection  with that
request,  the Transfer  Agent will require a signature  guarantee by an eligible
guarantor institution.

For purposes of this policy, the term "eligible guarantor  institution" includes
banks, brokers,  dealers, credit unions,  securities exchanges and associations,
clearing  agencies  and savings  associations  as those terms are defined in the
Securities Exchange Act of 1934, as amended.

Payments to Shareholders

Redemption  orders are valued at the net asset  value per share next  determined
after the shares are properly  tendered  for  redemption,  as  described  above.
Payment  for shares  redeemed  generally  will be made  within  seven days after
receipt of a valid request for redemption.

At various  times,  Forward  Funds,  Inc. may be requested to redeem  shares for
which it has not yet received good payment.  If this is the case, the forwarding
of proceeds may be delayed until payment has been  collected for the purchase of
the shares.  The delay may last 10 business  days or more.  The Funds  intend to
forward the redemption  proceeds as soon as good payment for purchase orders has
been  received.  This  delay may be  avoided  if shares  are  purchased  by wire
transfer  of federal  funds.  Forward  Funds,  Inc.  intends to pay cash for all
shares  redeemed,  but under  abnormal  conditions  which  make  payment in cash
unwise,  payment for certain large  redemptions  may be made wholly or partly in
portfolio  securities  which have a market value equal to the redemption  price.
You may incur brokerage costs in converting the portfolio securities to cash.

                              INTERNET TRANSACTIONS

You may purchase and redeem  shares of the Funds  through the  Internet.  Please
note that to purchase Fund shares you must be an existing shareholder of a Fund.
You may not  open  an  account  with  the  Fund  via  the  Internet.  To  effect
transactions  in Fund shares via the Internet,  you must first  contact  Forward
Funds, Inc. at 1-800-999-6809 to obtain a password and a Personal Identification
Number   ("PIN").   Second,   visit   the   Forward   Funds,   Inc.   web   site
(http://www.forwardfunds.com)  and follow the  directions  specified  on the web
site for  transactions  in Fund  shares.  Note that  general  information  about
Forward  Funds,  Inc.  and  specific  information  about your  accounts  is also
available on the web site.

                   DISTRIBUTION AND SHAREHOLDER SERVICE PLANS

Forward  Funds,  Inc.  has  adopted a  distribution  plan  under Rule 12b-1 (the
"Plan")  which  allows  each  Fund to pay for the sale and  distribution  of its
shares at an annual  rate of up to 0.25% of a Fund's  average  daily net assets.
Each Fund may make  payments  under the Plan for the  purpose of  financing  any
activity  primarily  intended to result in the sale of its shares.  In addition,
payments  under  the Plan may be made to banks and  their  affiliates  and other
institutions,  including  broker-dealers,  for the  provision of  administrative
and/or  shareholder  services.  Because  these fees are paid out of each  Fund's
assets on an on-going  basis,  over time these fees will increase the cost of an
investment  in a Fund and may  cost  more  than  other  types of sales  charges.
Shareholders  owning  Institutional  Class shares of the Hoover Small Cap Equity
Fund will not be subject to the Plan or any 12b-1 fees.

Forward Funds,  Inc. has adopted a Shareholder  Service Plan with respect to the
shares of each Fund. Under the Shareholder Service Plan, each Fund is authorized
to pay third party service providers for certain expenses incurred in connection
with providing services to shareholders.  Payments under the Plan are calculated
daily and paid  monthly  at an annual  rate not to exceed  0.10% of the  average
daily net assets of a Fund.  Institutional  Class shares of the Hoover Small Cap
Equity  Fund are  subject to a  Shareholder  Service  Plan fee of up to 0.35% of
average daily net assets.

These Plans may be  terminated  by a vote of a majority of the Directors who are
not "interested persons" (as defined in the 1940 Act) of Forward Funds, Inc. and
who have no direct or indirect  financial interest in the operation of the Plans
or in any  agreements  related to the Plans,  or by a vote of a majority  of the
shares subject to the Plans.

                               DIVIDENDS AND TAXES

The  Garzarelli   U.S.   Equity,   Hoover  Small  Cap  Equity,   and  Hansberger
International  Growth Funds expect to pay dividends of net investment income and
to distribute  capital gains annually.  The Uniplan Real Estate  Investment Fund
expects to declare and pay income dividends  quarterly and to distribute capital
gains annually. A shareholder will automatically  receive all income,  dividends
and capital gains  distributions in additional full and fractional shares at net
asset  value as of the date of  declaration,  unless the  shareholder  elects to
receive  dividends or  distributions in cash. To elect to receive your dividends
in cash or to revoke your election,  write to the Transfer Agent at PFPC,  Inc.,
P.O. Box 5184, Westborough, Massachusetts 01581-5184.

Federal Taxes

The following information is meant as a generally summary for U.S. shareholders.
Please see the Statement of Additional  Information for additional  information.
You should rely on your own tax adviser for advice about the particular federal,
state and local tax consequences to you of investing in a Fund.

Each Fund will  distribute  most of its net  investment  income and net  capital
gains to its  shareholders  each year.  Although  the Funds will not be taxed on
amounts  they  distribute,  most  shareholders  will be  taxed on  amounts  they
receive.

A particular distribution generally will be taxable as either ordinary income or
long-term capital gains. The tax status of a particular distribution will be the
same for all of a Fund's shareholders. It does not matter how long you have held
your Fund shares or whether you elect to receive your  distributions  in cash or
reinvest them in additional  Fund shares.  For example,  if a Fund  designates a
particular  distribution as a long-term capital gains  distribution,  it will be
taxable to you at your long-term capital gains rate.

Dividends  declared by a Fund in October,  November or December  and paid during
the following  January may be treated as having been received by shareholders in
the year the distributions were declared.

If you invest through a  tax-deferred  account,  such as a retirement  plan, you
generally will not have to pay tax on dividends until they are distributed  from
the account.  These  accounts  are subject to complex tax rules,  and you should
consult your tax adviser about investment through a tax-deferred account.

There may be tax consequences to you if you sell or redeem Fund shares. You will
generally  have a capital gain or loss,  which will be long-term or  short-term,
generally  depending on how long you hold those shares.  If you exchange shares,
you may be treated as if you sold them.

Each year, the Funds will send shareholders tax reports detailing the tax status
of any distributions for that year.

As with all mutual funds, a Fund may be required to withhold U.S. federal income
tax at the rate of 31% of all taxable  distributions  payable to you if you fail
to provide the Fund with your correct taxpayer  identification number or to make
required  certifications,  or if you have been  notified by the IRS that you are
subject to backup  withholding.  Backup  withholding  is not an additional  tax;
rather,  it is a way in which the IRS ensures it will  collect  taxes  otherwise
due. Any amounts  withheld may be credited  against your U.S. federal income tax
liability.

                               GENERAL INFORMATION

Shareholder Communications

You may obtain current price, yield and other performance  information on any of
the Funds 9:00 a.m. to 5:00 p.m. Eastern time by calling 1-800-999-6809 from any
touch-tone   telephone.   You  can  request  shareholder  reports  that  contain
performance information. These are available free of charge.

Our  shareholders  receive  unaudited  semi-annual  reports  and annual  reports
audited by  independent  public  accountants.  If you have any  questions  about
Forward  Funds,   Inc.  write  to  PFPC,  Inc.,  P.O.  Box  5184,   Westborough,
Massachusetts 01581-5184, or call toll free at 1-800-999-6809.

You should  rely only on the  information  provided in this  Prospectus  and the
Statement  of  Additional  Information  concerning  the  offering  of the Funds'
shares.  We have  not  authorized  anyone  to give any  information  that is not
already contained in this Prospectus. Shares of the Funds are offered only where
the sale is legal.

                              FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Funds'
financial performance and other financial  information since inception.  Certain
information  reflects financial results for a single Fund share.  "Total return"
shows how much an investment in each Fund  increased  from the date of inception
for the Funds, through December 31, 1998, assuming reinvestment of all dividends
and  distributions.  This  information  has been audited by Arthur Andersen LLP,
Forward Funds, Inc.'s independent auditors.  The Funds' financial statements are
incorporated by reference from the Funds' annual report which was filed with the
Securities and Exchange Commission on March 10, 1999.



<PAGE>


Period Ended December 31, 1998

FINANCIAL HIGHLIGHTS
For a Fund Share Outstanding Throughout the Period.
<TABLE>
<S>                                            <C>         <C>              <C>


                                            Garzarelli      Hansberger      Hoover Small
                                               U.S.        International     Cap Equity
                                              Equity          Equity          Fund(1)
                                              Fund(1)         Fund(1)
- ------------------------------------------ -------------- ---------------- ---------------

Net Asset Value, Beginning of Period              $10.00           $10.00          $10.00

Income from Investment Operations
Net Investment Income(A)                            0.01             0.02           0.00+
Net Gains or Losses on Securities (both
   realized and unrealized)                         2.08             1.30            1.41
                                           -------------- ---------------- ---------------
Total from Investment Operations                    2.09             1.32            1.41
                                           -------------- ---------------- ---------------

Less Distributions
Dividends (from net investment
  income)(A)                                      (0.01)           (0.02)         (0.00)+
Dividends (in excess of net investment
  income)                                        (0.00)+           (0.01)          (0.01)
Distributions (in excess of net realized
  capital gains)                                      --               --              --
Returns of Capital                                    --               --              --
                                           -------------- ---------------- ---------------
Total Distributions                               (0.01)           (0.03)          (0.01)
                                           ============== ================ ===============
Net increase/(decrease) in net asset                2.08             1.29            1.40
value                                             $12.08           $11.29          $11.40
Net Asset Value, End of Period
                                           ============== ================ ===============

Total Return(B)                                   20.93%           13.23%          13.99%

Supplemental Data and Ratios
Net assets, end of period (000s)                 $36,407          $23,170         $31,838
Ratio of net investment income to
   average net assets                             0.24%*           0.87%*          0.21%*
Ratio of expenses to average net assets
  including reimbursements/waiver                 1.40%*           1.60%*          1.45%*
Ratios of expenses to average net
assets                                            1.60%*           2.46%*          3.19%*
  including reimbursements/waiver                    26%               8%             23%
Portfolio turnover rate
- -------------------
</TABLE>



*        Annualized
+        Amount represents less than $0.01 per share.
(1)      The Fund commenced operations on October 1, 1998.
(A)      Net investment income (loss) per share before fees waived/reimbursed by
         investment  advisor and/or business  manager was $(0.02) for the Hoover
         Small Cap Equity Fund, less than $0.01 for the Hansberger International
         Growth Fund, less than $0.01 for the Garzarelli U.S. Equity Fund.
(B)      Assumes  investment  at the net  asset  value at the  beginning  of the
         period, reinvestment of all distributions, a complete redemption of the
         investment at the net asset value at the end of the period.


<PAGE>


(Inside Prospectus back cover page)

Forward Funds, Inc.

The Hansberger International Growth Fund
The Uniplan Real Estate Investment Fund
The Hoover Small Cap Equity Fund
The Garzarelli U.S. Equity Fund

Investment Adviser
Webster Investment Management Company, LLC

Sub-Advisers
Garzarelli Investment Management, LLC          (The Garzarelli U.S. Equity Fund)
Hoover Capital Management, LLC                (The Hoover Small Cap Equity Fund)
Hansberger Global Investors, Inc.     (The Hansberger International Growth Fund)
Uniplan, Inc.                          (The Uniplan Real Estate Investment Fund)

Administrator
PFPC, Inc.

Distributor
Provident Distributors, Inc.

Counsel
Dechert Price & Rhoads

Independent Auditors
Arthur Andersen, LLP

Custodian
Brown Brothers Harriman & Co.

Transfer Agent
PFPC, Inc.


<PAGE>


(Outside Prospectus back cover page)

                                     (LOGO)
                               FORWARD FUNDS, INC.

                    The Hansberger International Growth Fund
                     The Uniplan Real Estate Investment Fund
                        The Hoover Small Cap Equity Fund
                         The Garzarelli U.S. Equity Fund

                             Want more information?

You can find out more about our funds by viewing the following documents:

Annual and semi-annual reports

Our annual and semi-annual reports list the holdings of each Fund, describe each
Fund's  performance,  include the Funds' financial  statements,  and discuss the
market  conditions  and  strategies  that  significantly   affected  the  Funds'
performance.

Statement of Additional Information

The Statement of Additional  Information or the SAI contains additional and more
detailed  information  about  each  Fund,  and  is  considered  a part  of  this
Prospectus.

                   How do I obtain a copy of these documents?

By following one of the three procedures below:

1. Call or write, and copies will be sent to you free of charge:

                               Forward Funds, Inc.
                        433 California Street, Suite 1010
                             San Francisco, CA 94104
                                 1-800-999-6809

2. Call or write to the Public Reference  Section of the Securities and Exchange
Commission  ("SEC")  and ask them to mail you a copy.  The SEC charges a fee for
this  service.  You can also drop by the Public  Reference  Section and copy the
documents while you are there.  Information  about the Public Reference  Section
may be obtained by calling the number below.

                       Public Reference Section of the SEC
                           Washington, D.C. 20549-6009
                                 1-800-SEC-0330

3. Go to the SEC's web site  (www.sec.gov)  and download to your computer a free
text-only copy.

                           [SEC File Number: 811-8419]



<PAGE>


                               FORWARD FUNDS, INC.

                          The International Equity Fund
                         The Real Estate Investment Fund
                      The Small Capitalization Equity Fund
                              The U.S. Equity Fund

                         Supplement dated March 2, 2000
                   to the Statement of Additional Information
                                dated May 3, 1999

This  supplement  supersedes  and  replaces  any  existing  supplements  to  the
Statement of Additional Information. This supplement provides new and additional
information beyond that contained in the Statement of Additional Information and
should be retained and read in  conjunction  with the  Statement  of  Additional
Information.

The  name of the  International  Equity  Fund  has been  changed  to  Hansberger
International Growth Fund.

The name of the Real Estate  Investment  Fund has been  changed to Uniplan  Real
Estate Investment Fund.

The name of the Small  Capitalization  Equity  Fund has been  changed  to Hoover
Small Cap Equity Fund.

The name of the U.S.  Equity Fund has been  changed to  Garzarelli  U.S.  Equity
Fund.

The following  information  replaces and supplements  similar  information found
under  the  heading  "Distributor"  in the  "Management  of the  Funds"  section
beginning on page 2:

As of  December 1, 1999,  shares of Forward  Funds,  Inc.  (the  "Company")  are
distributed by Provident Distributors,  Inc. (the "Distributor").  Prior to such
date First Data  Distributors,  Inc.  acted as the  distributor of the Company's
shares.

The Distributor,  Four Falls Corporate  Center,  6th Floor,  West  Conshohocken,
Pennsylvania 19428-2961, and the Company are parties to a distribution agreement
(the "Distribution Agreement").

The following  information  replaces and supplements  similar  information found
under the heading  "Administrator and Transfer Agent " in the "Management of the
Funds" section beginning on page 2:

Effective December 1, 1999, First Data Investor Services Group, Inc.  ("Investor
Services  Group"),  administrator  and transfer  agent to the Company,  became a
majority-owned  subsidiary  of PNC Bank  Corp.  As a result of the  transaction,
Investor Services Group is now known as PFPC Inc. ("PFPC").

The following  information replaces and supplements similar information found in
the  "Management of the Funds" section under the heading  "Investment  Advisers"
beginning on page 3:

The Garzarelli U.S. Equity Fund

On March 1, 2000,  Garzarelli Investment  Management,  LLC ("Garzarelli") became
the sub-adviser for the Garzarelli U.S. Equity Fund.  Prior to March,  2000, the
Fund was sub-advised by Barclays Global Fund Advisors.  Garzarelli is located at
2010  Main  Street,  Suite  1225,  Irvine  California.  Garzarelli  serves as an
investment adviser to ten private accounts with combined assets of $3.4 million.
Webster  owns 47% of  Garzarelli's  authorized,  issued  shares  and  Garzarelli
Capital,  Inc.,  at the same  address as  Garzarelli,  owns 51% of such  shares.
Elaine Garzarelli owns 100% of Garzarelli Capital, Inc.

For the services provided  pursuant to its Sub-Advisory  Agreement with Webster,
the sub-adviser  receives a fee from Webster. For its services to the Garzarelli
U.S.  Equity Fund,  Webster pays Garzarelli at a rate of 0.55% of the first $100
million of assets,  0.50% on the next $400 million and 0.45% on all assets above
$500 million.

The Hansberger International Growth Fund

On or about March 6, 2000, Hansberger Global Investors,  Inc. ("HGI") became the
sub-adviser  to the Fund.  Prior to March,  2000,  the Fund was  sub-advised  by
Templeton Investment Counsel, Inc. HGI, a wholly-owned  subsidiary of Hansberger
Group,  Inc. with its principal offices at 515 East Olas Blvd., Fort Lauderdale,
Florida,  as well as  offices  in  Burlington,  Ontario,  Hong Kong and  Moscow,
conducts a worldwide  portfolio  management business that provides a broad range
of portfolio  management  services to customers in the United States and abroad.
As of December  31,  1999,  HGI had  approximately  $2.9  billion  assets  under
management.

For the services provided  pursuant to its Sub-Advisory  Agreement with Webster,
the sub-adviser  receives a fee from Webster. For its services to the Hansberger
International Growth Fund, Webster pays Hansberger at a rate of 0.50% of average
daily net assets.


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